Gills and Gearwork
by superflatWrites
Summary: Grinding garbage is thankless work, but as Clanker soon discovers, things could always be worse. After forgoing one chance to escape, will the shark ever be free? A fic with some backstory, some feels, and a lot of headcanons.
1. Chapter 1

**Author's Notes: I remember reading a (now-deleted) fic about Clanker on this site and ever since then I've wanted to try writing my own, so here we are. If you were the author of that fic and happen to see this someday, then yeah, it's you! You're the real MVP, thanks for the inspiration.**

 **Another shoutout goes to TurquoisePhoenix because her Klungo headcanons are great and I may have borrowed a few!**

 **Other things to mention…I changed the Cavern's layout from the game because how does anyone other than Banjo and Kazooie get down there? I imagine there being a walkway in front of/above Clanker connected to a door on the right, and further down the left wall is another door that he wouldn't be able to see. I also imagine Clanker to be pretty expressive because I draw him making dumb faces all the time and it's fun, so he does that in this fic.**

 **OKAY COOL, thanks for reading! Tear me apart in the reviews if you'd like!**

* * *

 **CHAPTER ONE  
CLANKER**

A loud rattling in his throat – the sound of his breathing, he realized – was what finally woke him, though other noises around him had gotten close. There were a lot of them, actually: his joints clanked, water dripped from the ceiling, and even more water splashed over his body. He wasn't surprised to be partly submerged. Somehow, he knew he was built in the shape of a shark, though he was much closer in size to a whale.

"Machine isss awake…can hear Klungo?" a familiar voice called.

The shark nodded vacantly. He could hear the voice just fine, but he needed some time to take everything in: his swirling thoughts, the feeling of sharp teeth in his mouth, flicking his tail to stay afloat… His eyes had never been used before and they were still unfocused from his deathly sleep. He had to blink hard for them to start working, but with a few clicks of his metallic eyelids, the speaker eventually came into view.

"Klungo" turned out to be a hulking, green-skinned man with disastrous-looking teeth. His face was lopsided, as one of his bulging yellow eyes was much bigger than the other, and he had a crooked nose that was really more like a snout. It was only appropriate that the lab coat he wore was stained and ill-fitted to his misshapen form, anything else would have looked out of place. From this one piece of clothing, the shark guessed that the man was some kind of scientist…one who had built him and brought him to life, but he didn't think much of that just yet; he was still too distracted by the newness of being alive. So distracted, in fact, that the machine had only just noticed the metal walkway on which his creator stood, a platform that gave him some height as it was slightly above the shark's eye level. It spanned the width of the room and had railings on either side, one of which Klungo was leaning over.

The man stared down at the shark and the shark stared back. A minute passed as creator and creation sized each other up. Then Klungo asked, "Can machine speak?"

This was another thing the shark somehow knew: speaking was easy. "Of course" was what he wanted to say, but his voice had other ideas. To his surprise, all it wanted to do was make ugly, static noise. Frustrated, he then tried for a simple "Yes".

Klungo waited patiently, taking pages' worth of mental notes. His eyes never left the machine.

"…No," the shark admitted, then blinked. He'd done it.

Klungo nodded approvingly. "Good…Klungo want machine to understand what Klungo hasss to say. Machine is garbage grinder, mussst grind garbage for mistresss Grunty. Hatch up there," he pointed at the dark ceiling, "will open. Garbage will fall, machine will grind garbage, and – "

"Name is _'_ Machine'?" the shark interrupted, slightly confused. "Not very…creative. Sorry. What if Klungo's name was _'Green'_?" Now that he could speak, he tried out a laugh. Given the room's echoey metal walls, it was very loud.

"What?" Klungo stared in disbelief. "N-no! No name, machine hasss no name," he shouted in protest. "Machine just old clunker, built to do as Klungo saysss and _not get in trouble_."

The shark wasn't listening because he was too busy inspecting his fins. "Not 'Clunker'…" he mused, " _'Clanker'_ …because _clank_!" He beamed, fins clanking in agreement.

Klungo slicked back what little hair he had as he stammered, " _M-machine_ not understand – "

" _Clanker_ ," the shark insisted, still smiling.

" _Clanker_ not understand. Mistresss not want Clanker to have name or argue! Mistresss want Clanker to do job. Or punish Clanker." Klungo's entire face darkened. "Clanker not want to be punished by mistresss Grunty."

The shark's grin disappeared instantly. He stared at Klungo in wonder – the scientist had become so serious all of a sudden. Why was that?

The man didn't care to elaborate. Instead, he drummed his fingers against the railing. "Garbage will fall and Clanker will grind garbage…any lassst questionsss, asssk Klungo now."

Clanker decided that he didn't want to learn about being punished and instead looked around, racking his brain for another question. It was the first time he'd gotten a good look at his surroundings and noticed how tightly the rusted walls closed in on him. He unconsciously pulled his fins inward.

"…Can't move?" It sounded more like a plea than a question.

Klungo's face was inscrutable. "No."

"Why not?"

"Cavern is where garbage goesss, so here Clanker mussst stay."

Clanker frowned. That didn't seem fair – they should've chosen a bigger room. He couldn't even turn around.

Sensing the shark's irritation, Klungo warned him once more: "Don't argue, do what mistresss saysss…or else. Klungo mussst go now, will return for repairsss." He lumbered over to a door that was on the right side of the walkway and paused.

Clanker felt there was a lot more that his creator wanted to tell him, but all Klungo managed to say was "Good luck."

The door slammed shut.


	2. Chapter 2

**CHAPTER TWO  
KLUNGO**

Clanker was reeling from pain. In the past week alone, he'd eaten enough garbage to last him a lifetime and his rickety body must have felt the same way because it was already falling apart. Two of his bottom teeth had shattered instantly on that first day and the resulting ache in his mouth was driving him mad because it wouldn't go away and it wouldn't let him sleep. Even though he knew the exact date and time – there was a clock built into him somewhere – each day was a total blur: he'd grind garbage, try and fail to get some shuteye, then grind garbage again. Over and over and over.

In those breaks between garbage, eyes closed in vain, thinking was the only thing Clanker could do to pass the time, so that was exactly what he did. It didn't take long for him to realize that he didn't know anything about _anything_ , least of all himself.

Sure, he could speak and swim, do basic math, and even light up his eyes in the dark…but he had no memory of learning these things, just as he had no memory of being brought to the Cavern. The idea of belonging to a "Mistress Grunty" mystified him and he certainly knew nothing about his own creator. He felt strange, incomplete. Like an important piece of his mind was missing.

His ignorance wasn't for lack of trying, though. He'd discovered early on that he wasn't alone in the Cavern – a colony of mutant crabs calling themselves "Snippets" lived in a nearby room, victims of the Cavern's toxic waste. Whenever they appeared, he made a point of politely asking them all kinds of questions, but they never answered him in words. They only hissed. If he had to guess, they were probably angry that he'd taken over their home…not that he could blame them, being the size that he was.

The door above him suddenly creaked open and the shark looked up, snapping to attention. He watched Klungo limp in, bent under the weight of a large bag on his shoulders.

"How isss Clanker today?" the scientist asked when he wasn't greeted right away.

"Not good…" the shark mumbled, wincing as he spoke. "Sick."

Klungo nodded, having clearly expected this. He tossed his bag over the railing and slid down after it using a ladder attached to the walkway. With his misshapen limbs, it was awkward for him to clamber down the rungs normally.

"Klungo here for repairsss," the man said as he dug through his bag. "Might help Clanker." Wasting no time at all, he pulled out some tools and got straight to work.

He first removed the shark's broken teeth (much to Clanker's delight), and made note of what materials he would need to replace them. He'd brought many things with him today, but extra teeth weren't among them – he hadn't planned on there being such extensive damage this early on. Of the tools he did have, most of them were for general upkeep, like tightening bolts wherever they were loose.

He was currently in the middle of that task, sitting on one of the shark's fins as he adjusted it. Lying right next to him was the same kind of tool in a few different sizes.

 _Wrenches_ , Clanker thought, before realizing that he'd never seen a wrench before. How did he know that? A sense of uneasiness crept into his tired mind.

"Klungo…what am I?"

"Klungo say it many times now," the man grunted. "Clanker is garbage grinder. Mussst listen to Klungo, mussst accept that."

"But – was Clanker always like this?" the shark pressed.

Klungo shot him a sidelong glance. "Shark is asking personal questionsss about Klungo, though he not know it. Shark mussst firssst know Klungo to know anything else..." Leaning back, he sighed. "Very well. Clanker is Klungo's life work, spent many yearsss on you. Too much time, mistresss said. She not approve of anything unlesss it useful to her. Now Clanker ssstuck here, eating trash. Not part of original plan…"

"Really?" It was the best news the shark had ever heard. "If Clanker not meant to be garbage grinder, then Clanker can stop?"

"Not for Klungo to decide. Mistresss is busy now, planning new ssseaside factory in Treasure Trove Cove. She is alwaysss scheming." He grabbed a new wrench and pointed it at the shark. "New factory meansss more waste. More work for Clanker."

Clanker's heart skipped a beat. How could there be even _more_ garbage, on top of what he'd already eaten? "What if…Cl-Clanker useful in other ways?" he stammered.

"Perhapsss. Klungo hope so."

The Cavern plunged back into silence as the shark mulled that over. He didn't want to be stuck here grinding trash for the rest of his life; that much he knew. He waited for Klungo to say something more, to give him advice, reassurance, _anything_ – but the scientist wasn't a very talkative man. He was humoring the shark's curiosity and that was it. So, Clanker kept him talking.

"Why did Klungo make Clanker? …Originally?"

An odd look passed over Klungo's face, but it came and went too quickly for the shark to read. The man took a deep breath.

"Klungo had family once, worked as scientist for academy. Successssful, too…" He smoothed out his lab coat with a lopsided grin. It must have been a relic from happier times. "But Klungo was carelesss, experimented too much on himself. Now Clanker and mistresss Grunty are the only family Klungo hasss left."

… _Family._

Clanker was stunned by that sentiment.

Klungo didn't seem much like family. He'd only spoken to the shark once, days ago, and that first meeting had been awfully…cold. Even now Klungo was holding his own life's work at arm's length, but Clanker thought he understood. Perhaps the scientist was afraid to care too much for his creation, lest it be taken away or worse. From how he spoke of her, the man was scared stiff by his mistress, but the shark didn't know if he should feel the same way. Never mind that he wasn't a fighter, his design was that of a fearsome machine. Could she really destroy him so easily?

"So, Grunty is family…" Clanker said. "What is she like?"

The scientist froze. He sat up very straight, giving himself enough time to choose his words carefully.

"Mistresss is _dangerous_ ," he said finally. "A powerful witch who givesss many beatingsss. She isss used to having her way. Clanker would be lucky never to meet her."

The shark winced. Klungo was speaking from personal experience, he realized, and that deeply disturbed him. He glanced over his creator to see if he could spot any bruises, a difficult task in the Cavern's poor light. He wasn't about to turn on his own lights either, lest it be completely obvious what he was doing.

 _Just what kind of family did he belong to?_

Acutely aware of the shark's scrutiny, Klungo said nothing. He simply finished his work, gathered his things, and put them away. Repairs were done for today.

"How doesss Clanker feel now?" he asked after a long silence, changing the subject.

The shark tested out his re-tightened joints and was pleased to find they felt almost like new – as new as they could feel, anyway, considering that he was built out of scrap parts. The pain in his mouth was also beginning to subside, for which he was incredibly grateful.

"Much better," he yawned, his week of exhaustion hitting him all at once. "Klungo…helped loads…"

The scientist nodded. "Klungo will return sssoon to fix broken teeth. Don't break anything else until then." He allowed himself a faint smile and then, hoisting his bag back over his shoulders, began to climb up the ladder.

Clanker didn't see him make it to the top. He'd already passed out.


	3. Chapter 3

**CHAPTER THREE  
GLOOP**

An entire month went by, during which Clanker finally settled into a routine he could live with, and maybe even come to like. It wasn't much – just eating, sleeping, and the occasional repairs – but now that his toothaches were gone, sleep was all the shark wanted. He hadn't known what he'd been missing that first week because his dreams were more exciting than they had any right to be, full of places he'd never been to and people he'd never met. Faint glimpses of the outside world, he'd decided right away.

… _How was that even possible?_

He tried over and over to draw some kind of explanation out of Klungo, but his creator was infuriatingly vague. One month had already passed and his questions still went unanswered. Would it take _years_ for Klungo to open up?

Impatience aside, Clanker couldn't begrudge the scientist too much because the replacement teeth and other repair work he'd gotten had him feeling better than ever, with him at his best on an empty stomach. For as brilliant as Klungo's handiwork was, it couldn't keep the shark from getting sick after every meal – and they came often, at least twice a day. The sound of the hatch creaking open was therefore something to dread, and Clanker did dread it, as he'd recover from one stomach ache just in time for another.

At least today's first batch wouldn't be arriving for another few hours (give or take), which gave him plenty of time to rest, eyes closed, fins twitching contentedly…

As usual, he hoped to find answers in his dreams, and he had a pretty good feeling about this one, the sunniest dream he'd had yet. But sleep would have to wait. Something had just splashed down, right in front of his face, sounding like it had fallen from a great height.

 _Garbage already?_ Clanker groaned inwardly. He cracked open an eye and froze.

No, not garbage. Definitely not garbage.

Quivering at the end of his snout was a fish he'd never seen before, bright and colorful against the Cavern's grime. He was a small, wide-eyed thing with light blue scales, darker blue fins, and a perfectly round body, just like the bubbles that poured out of his mouth. The resemblance was so uncanny that Clanker hoped he wouldn't pop like one; he _was_ shaking a lot as he stared, transfixed, up at the shark.

Clanker stared, too. Then he blinked a few times, just to make sure he wasn't seeing things…and he wasn't. This fish was real. He was really real, from the outside world, no doubt, and Clanker's heart leapt at that because having company was much better than dreaming about it.

At the same time, somewhere, in the back of his mind, the shark decided that blue was his favorite color.

"…Hello!" he said finally, a huge grin on his face. "I'm Clanker, witch's garbage grinder."

"Aah!" The fish backed away instantly, slamming into the wall that was just behind him.

"Is…fish okay?" Clanker asked, swimming forward to see if he could help.

"S-stay back! Or I'll…I'll fight you!" Pressed against the wall, the fish raised his trembling fins in self-defense.

Oh. Right. The shark briefly saw himself in his mind's eye, a mouthful of big, pointy teeth looming over this poor stranger.

He tried smiling again, less toothily this time: "Not worry, Clanker not hurt small fish. Clanker only grind garbage." For extra reassurance, he added, "Not much appetite for anything, really."

"R-r _really_?" The fish's gaze went from Clanker's eyes to his mouth and back again. Finding the shark to be completely sincere, he dropped his fins and wheezed, "I…I…thought I was a goner! You really scared me – and I don't scare easy. I know it doesn't look like it, but trust me on this."

Clanker shrank back to give him some space. "Sorry," he grimaced, waiting for his guest to finish coughing up air.

"It's okay, I just…wasn't expecting it is all." Although his fins were still shaking, a small smile appeared on the fish's face. "A-actually, I've never met one of Grunty's minions before. You're a lot nicer than I thought they'd be." He peeled himself off the wall and ventured a bit closer. "I'd uh…introduce myself too, but I need you to do me a really big favor first."

"Clanker can try," the shark said, clasping his fins.

"Don't worry, it's doable. Can you promise me you won't tell anyone you saw me today? I'm not supposed to be in the witch's lair, no one is. I don't wanna get other people in trouble…"

"Of course," Clanker nodded. He didn't want that, either. "Promise."

The fish breathed a sigh of relief. "Thanks, I really owe you one. I'm Gloop, by the way. Sorry for kinda…busting into your home unannounced," he said, looking around the Cavern. "I was going through the pipes like always, but I must've taken a wrong turn somewhere…" He paused. "Um, wait. Don't tell anyone about that, either. I don't know anything about the lair's very extensive plumbing – honest!"

"Honest?"

"Exactly," Gloop winked. "Hey, you wouldn't happen to know the way back to Treasure Trove Cove, would you? That's where I live. If I'm gone for much longer, someone's bound to notice."

Clanker shook his head. "Clanker heard of it, but not know how to get there. Sorry."

"Well, it can't be too far away. Can't go back the way that I came," Gloop said, looking up at a pipe that was far overhead, "but I'm sure I'll figure it out eventually…Hm." Bringing a fin to his mouth, the fish turned his attention to the many submerged pipes scattered throughout the Cavern.

The shark was similarly lost in thought. This brief mention of Treasure Trove Cove brought to mind the conversation he'd had with Klungo a month ago. He'd meant to ask his creator about it earlier, but perhaps Gloop would give him a more straightforward answer. He could only hope.

"So…Gloop. Clanker not looking forward to the new factory…at all," he admitted sheepishly, "but what kind of factory will it be?"

Gloop stared blankly up at him. "H-huh? What do you mean?"

"Treasure Trove Cove? New seaside factory. Klungo mentioned it once."

"Wait, wait, wait. Hold up. You mean Klungo as in…the witch's henchman, Klungo?"

Now it was Clanker's turn to be confused. "…Is there more than one Klungo?"

"What else'd he say?" Gloop swam right up to the shark's face. He might've grabbed Clanker and shaken him if he could. "Do you remember?"

"Not say much else… _'Witch is alwaysss scheming'_ , something like that." The shark almost laughed at his terrible impersonation, but decided against it when he saw how worried Gloop was. "Gloop didn't know…?"

"No! I didn't know! I had no idea!" Gloop swam back and forth, getting himself all worked up. "This is bad…this is bad…this is really, really bad! If Grunty wants the Cove all to herself, she's probably gonna do something _crazy_ to get it. I gotta warn everyone before all that happens."

Clanker began to feel sick to his stomach – and it wasn't because of yesterday's trash. He'd had some inkling that the factory would swallow up the Cove, but he'd assumed anyone living there would be given fair warning. To hear that wasn't the case…he shuddered.

"Can Clanker do anything to help?"

Gloop thought it over. "I don't think so, unless you could come with me. But you've already been a big help! Maybe...hmm, just act natural. You didn't see me, remember?" The fish darted over to a pipe he'd chosen at random. He looked back at the shark. "If all goes well, then I'll be back. I'm really glad we met."

"Me too," Clanker smiled, though he still felt uneasy. He wished he could do more for this unexpected visitor. "Good luck, Gloop."


	4. Chapter 4

**CHAPTER FOUR  
GRUNTILDA**

Seconds stretched into minutes, minutes stretched into hours, and hours stretched into days – the three longest days the shark had known yet. Now that he had something to worry about, he felt suffocated by the weight of his own powerlessness and the tight walls that held him. It didn't matter how much he wanted answers from Klungo or to know that Gloop was okay, all he could do was await their return and hope for the best.

This was easier said than done, as his mind instead came up with every possible way the small, blue fish could have met an untimely end. Clanker couldn't help it. What if something happened to the only other person who'd ever shown him kindness? He'd never know about it and there'd be no way for him to find out, either. For someone who'd spent his entire life trapped in one room, his imagination turned out to be something frightful enough to lose sleep over.

Finally, on his fourth day of solitude, a familiar voice called out to the shark:

"Aha, found you!" it said. "Took me long enough, I couldn't remember the pipes in reverse."

"Gloop!" Clanker pulled his mouth into a smile, thrilled to see the fish still in one piece. "Hi!"

"How's it going? Sorry I didn't come back right away, I got whooped pretty good for admitting I poked around the lair." The fish rubbed his face, which was slightly bruised. "Everyone was watching me really closely after that. This was the first chance I got to sneak away."

"Are they okay? Is Gloop okay?"

"Yeah, we're all fine," Gloop sighed. "But…they didn't believe me."

"Oh." The shark was visibly disappointed. "How come?"

"Well," Gloop shifted awkwardly, "before you hear this from anyone else, I maybe… _might_ be known to exaggerate things here and there. Makes for good stories, you know? But I don't think they doubted me just because of that. A-at least, I hope not! It's just that…the Cove is such a beautiful place. It's hard to imagine anything bad happening there."

"Maybe Gloop can describe it? Never left the Cavern before."

"Really? You need to get out more," the fish smiled. He took a moment to work out a more serious answer, unsure of how to describe the outside world to someone who'd never seen it before. "Compared to this place…it's really bright and the water's much cleaner. No walls anywhere, just wide open space with blue sky all around. I think you'd like that," Gloop winked. "Obviously, I keep to the reef, but the island itself is pretty striking. It's got this massive stone archway and at the very top is –"

"A lighthouse," the shark murmured.

"Hey, that's right! How'd you know that, Mister Shut-In?"

"Oh…uh," the shark looked away. "Just thought of…something. Sorry, Clanker has strange dreams."

Gloop cocked his head to the side. "Like what? Dreams about the ocean?" He felt a twinge of pity as he said that. If he was being kept in this dark, dingy place, he'd dream about the ocean too.

"Sometimes. Not always. Hard to explain…"

"Maybe the dreams are things you've forgotten," Gloop suggested. "Memories from your past."

Clanker shook his head. "Can't be…because Clanker never dreams about being like this," he said, gesturing to his metal body. "Too many dreams on land."

"On land? Now that _is_ strange."

"Told you," the shark smiled.

"What do you look like in your dreams, then?"

"Not sure, never seen myself…been asking Klungo, but no answers yet."

"Klungo…oh, I see. He built you, didn't he? I'm amazed someone like that could even make someone like you. Isn't he one of the witch's top lackeys? …I guess I don't know anything about him."

"Not know much about Klungo either, but Clanker trusts him. Family."

"And I thought _my_ folks were strange," Gloop smiled. "Is he nice to you, at least? Why wouldn't he put you outside…couldn't you grind garbage there?"

"Klungo _is_ nice to Clanker, but witch wants shark here. So…" He shrugged with a frown.

"Well, I guess I can't blame him. I wouldn't wanna cross her, either. From what everyone says, she _is_ pretty scary…"

As soon as Gloop said that, he was reminded that, despite Clanker's hospitality, he was still a very unwelcome guest in Gruntilda's lair. That thought made him sink low beneath the surface, in an attempt to look less conspicuous. Someone like her could enter the Cavern at any time, through either one of its two doors: there was one on the right wall above the shark's snout, and another to the shark's left, just behind his head. Both doors were connected to raised walkways and ladders that reached down to the Cavern's main level.

Gloop considered them carefully and guessed that they had to be very creaky. If he was lucky, that noise would give him enough time to dive out of sight.

…He felt kind of silly, actually. The Cavern was in a remote place, deep underground. The only sounds to be heard were the dripping of water, the occasional clank from the shark, and the sound of his breathing. Someone barging in seemed very unlikely, but it didn't hurt to ask.

"Hey, Clanker?" he said, rising back to the surface. "This place seems kinda lonely…do you get a lot of visitors?"

"No, not really. Just Klungo and Gloop."

"Oh."

The sad look on Gloop's face prompted the shark to add, "Clanker not alone, though, Snippets live here too. But…uh…never speak to Clanker. Not very friendly."

"Is that so? Well…join the club. The Snippets back home keep to themselves, too. They're a crabby bunch." Gloop rolled his eyes, then perked up. "Oh, but here's an idea: what if I came by and saw you more often? That'd fix the Cavern's loneliness problem, wouldn't it?"

The shark lifted his eyes. "Really? Gloop would do that for Clanker?" He tried and failed to contain his excitement. "Won't Gloop get in more trouble?"

"Yeah, I will. But I've already got a reputation for it. Besides, I wanna hear more about your crazy dreams – _and_ I need fresh ears for all the stories I have. They're wasted on the guys back home, you wouldn't believe how boring they are."

"If Gloop wants to, then…Clanker would be very happy."

"Of course I want to," the fish giggled. "It's the least I could do after you tipped me off. Actually…I hope you don't mind me staying a while today. I'm not ready to get beat up again just yet." The shark gave him a look of concern, but Gloop shrugged it off, saying, "Don't worry, I've had worse. There was this one time where I…" His round face suddenly lit up. "Here, let me tell you about it, it's a good one."

Under Clanker's gaze, Gloop became like a force of nature. He never kept still the entire time he spoke (it was crucial for him to act everything out) and as Clanker watched him dart back and forth, the shark found himself wishing harder than ever that he could swim around, too…but there was no use dwelling on that. Instead, he focused on how easy it was for him to picture things he'd never seen or heard of before; he only had to ask a few questions throughout the entire story.

Gloop's tale was a harrowing one, full of excitement and danger that Clanker lost himself in. He now knew what the fish had meant when he'd said that exaggeration made for good stories, because the shark was willing to bet that most of this one never actually happened.

…But Clanker liked to imagine it did.

"To this day, I haven't explored that whole temple," Gloop stretched, wrapping things up, "but I'm convinced that the legend is true. Those booby-traps _have_ to be guarding something, and that _something_ is Atlantian treasure, I just know it!" He laughed. "Sorry, I got kinda carried away. It's gotta be pretty late, huh?"

"Nine o' clock," the shark smiled. "Gloop's story was great, took Clanker far away."

Gloop beamed. "Did it really? Mission accomplished. Finally, somebody appreciates my talents," he nodded to himself. "Uh hey, are you sure about the time? How can you tell in here?"

"Internal clock," Clanker said, pointing to his head.

"No way! I kinda…forgot you were a robot. What else have you got? Wait, wait, wait, don't tell me…x-ray vision? A supercomputer? Laser cannons!?"

"N-nothing like that!" Clanker laughed.

"You're holding out on me!"

"Well…"

After Clanker managed to convince Gloop that his only other "power" was to make his eyes glow, the fish took off for the night, deeply impressed. His friends and family must have given up on trying to contain him because he returned to the Cavern almost every day after that. The shark didn't feel like he had much to offer his new friend, but in exchange for Gloop's stories, he shared his most interesting dreams with the fish.

The person he was in his sleep must have traveled the world because there were always so many different places to talk about…

* * *

Clanker was jolted awake by the sound of a door opening and closing. The shark was surprised at himself, he'd been waiting for Gloop to arrive and must have dozed off.

"Time for repairs? Missed seeing Klungo, been a long time," he yawned. "Clanker wanted to ask about…" He froze, surprised to see that his normally stone-faced creator looked _nervous_ today. "Is Klungo okay?"

"Doing fine," the man said dismissively, motioning for Clanker to help him onto his head. There, he pulled out a large screwdriver to adjust the shark's gills. "Go on, asssk Klungo questionsss."

"Well…" Clanker ran through his usual queries, to which Klungo gave his usual non-answers – but the shark wasn't about to let that cryptic behaviour slide today. He'd been alive for two months and still knew next to nothing, so he tried again, this time from a different angle of attack:

"Clanker is restless, want to be outside," he complained overdramatically, stretching his fins. "Want to see the ocean and swim around with…" He caught himself before he mentioned Gloop's name. "W-with other fish. When will Clanker see it, Klungo?"

If Klungo was suspicious about the shark's stammering, it didn't show. He kept his head bent over his work.

"Perhapsss very soon. Mistresss will see Clanker later today," he grimaced.

" _Really_?" the shark was ecstatic. "Witch will take Clanker outside?"

"Shark isss getting ahead of himself, mussst speak to mistresss first."

Clanker barely heard the tremble in his maker's voice. His mind started to race, compiling a list of all the things he'd see and do once he was free of the Cavern. He'd feel the warm sun on his skin, hear the wind whistle through his rivets…he might even be able to visit Gloop for once – wouldn't _he_ be surprised?

"Clanker. _Clanker_."

Klungo's stern voice snapped him out of his reverie.

"Machine mussst listen to Klungo, this isss very important."

"S-sorry," the shark grinned before he took on a more respectful expression. "Clanker is listening."

"Good, because thisss isss what Clanker mussst do: witch will come here, she will ssspeak, and Clanker will agree with everything she saysss. If shark causes trouble, shark isss on his own. Klungo can't protect Clanker…does Clanker understand?"

"Yes," the shark nodded, cracking another smile. He couldn't help it. Those instructions sounded so easy – and then he'd be outside! His heart swelled with excitement.

"Very good." Klungo breathed a sigh of relief, though his face was still creased with worry. In a rare display of emotion, the scientist leaned forward and patted the machine on the snout. "Clanker behaved well, not much longer to go…Klungo isss proud of shark."

The machine looked away, self-conscious but thrilled to have his creator's approval. "…Thanks."

* * *

Clanker next saw his creator a few hours later, trailing Gruntilda as she entered the Cavern. Together they made quite the pair, as Klungo's mutant complexion matched her naturally-green skin. That, along with her black dress and pointy hat, made her the spitting image of a stereotypical witch. She even carried a broomstick with her, and was carrying herself like she owned the place (the shark had to remind himself that she technically did). Her shoes clacked to a stop right in front of Clanker, in the middle of the walkway. Having claimed this spot for herself, Klungo was relegated to stand in her shadow, but that was just fine by him. From where he was, behind her back, he could give the shark small visual cues. He did so just then, motioning for the machine to be quiet and listen.

"I'm over here!" Gruntilda snapped, her fingers strangling the railing before her.

Clanker's gaze shifted to bear the full brunt of her glare. She had a gaunt, mean-looking face that the shark didn't like on first glance – after all, this was the person who'd put Klungo through so much abuse – but he forced himself to keep eye contact.

It was a lot harder than he'd thought it would be.

Despite her size, the witch had a very large presence and delighted in looming over the shark as she spoke in her peculiar rhyming way, first introducing herself and then asking him many pointed questions:

Did he like it here in the Cavern? Did he enjoy working for her? Wasn't he lucky?

Lying didn't come easily to Clanker, but he followed Klungo's instructions, answering with one mechanical "yes" after another.

After she'd finished her interrogation, Gruntilda leaned back, satisfied by the machine's obedience, but put off by his politeness.

"Klungo…you did what I asked and built a frightful machine, but can't you make it a lot more _mean_?"

"Yesss, mistresss. Will fix Clanker later," Klungo replied. "But shark isss ready now, will do what witch saysss. _Right_?"

"Right," echoed Clanker, feeling slightly insulted that his _mind_ needed fixing.

"All right, shark," Gruntilda leered down at him. "Here's what I loathe: everything to do with Treasure Trove Cove. I want you to grind it up for me. Then on top, I'll build my factory."

The witch said it so easily, so matter-of-factly that Clanker wondered if he hadn't misheard her. He recalled Gloop's fear of the "crazy things" Gruntilda would do to take over the Cove, but he refused to believe this was part of her plan. He had to have misheard her…he had to have misunderstood.

This couldn't be the price to pay for his freedom.

"D-don't people live there?" he asked.

"So _that's_ your problem!" she cackled. "Hungry, are you? Go ahead and eat them all, too!"

The gleeful look on her face made Clanker's skin crawl. He was suddenly very aware of the sharp teeth in his mouth, teeth that could (and _would_ , if the witch had her way) grind garbage and people alike. No one would be able to stop him, not if they were like Gloop. He was just too big for that.

Helplessly, he looked back and forth between the witch and his maker. Klungo could tell that he was about to start panicking and gave him a cautionary look, but Clanker was already too far gone. It became hard for him to breathe. Gruntilda couldn't be telling him to do this, _why_ was she telling him to do this? It was a terrible question with such an obvious answer, it made Clanker squirm: he'd been practically built for the job, why _wouldn't_ she use him? He felt ashamed, disgusted, and terrified all at once. Up to this point, he hadn't cared much about his monstrous appearance, but now? Now he wanted to jump out of his skin.

Failing this, he recoiled in horror, backing away until he hit the far wall. "N…N-no!"

There was a long silence in the Cavern.

" _No_?" Gruntilda's bony fingers balled up into fists. She slammed them on top of the railing. "Is that what you said? Tell me again! I'll give you to the count of ten."

"C-can't grind _people_. Never," Clanker shuddered. "Anything but that." His mouth contorted itself into a pained expression. He looked to Klungo for support, but his creator said nothing.

" _Never_?" Gruntilda shrieked, acting as if that one word wasn't something she wanted to hear on the best of days, from people she almost respected.

"Would rather die," the shark said.

Klungo's stony façade came crashing down. He looked like he'd been dealt a mortal blow, making a pang of guilt run through the shark. Clanker wanted to comfort him, to take back his words and say he didn't mean them, but that would've been a terrible lie. The shark thought of Gloop and his stories, his friends and family…if he carried out Grunty's demands and put them to his fangs, he'd never be able to live with himself.

Gruntilda glared at Klungo, who'd quickly regained his composure. "Your metal shark may get that wish, he's being a very ungrateful fish." Her attention turned back to Clanker and her voice took on a dangerous tone. "While it's true that Grunty is generous and kind, giving you a job with no garbage to grind, I also haven't any pity for a minion who thinks he can refuse me."

"Clanker not need Grunty's pity," the shark scoffed, a rebellious smile creaking its way up the sides of his face. Whatever she was about to do to him, he may as well deserve it. "Witch can keep it, already given Clanker enough garbage."

Klungo took one last look at the machine he was sure would be blown to bits.

"Why, you – _stupid_ – !" Words failed Gruntilda as her anger boiled over. Terrible spells crackled and sparked in her hands.

Klungo couldn't watch. He covered his eyes.

* * *

Gruntilda left the Cavern soon after with a miserable-looking Klungo in tow. She felt remarkably good about herself, having wiped that grin off the shark's face with the best thrashing she could muster. The chain had been a nice touch too, an idea that had come to her halfway through her pummeling. _That_ would no doubt fix his attitude problem. Didn't he know how good he had it? He should be grateful that he had a place in her lair, that she'd let Klungo keep him, that he was even alive at all. When she returned in a month or two, he'd be begging her to let him do her bidding. But she couldn't wait that long to go ahead with her plans. It was a good thing she'd arranged for the backup minions she was contacting now. Everything was in place.

Treasure Trove Cove was a gem, a tropical paradise that the witch had connected to her lair with the intention of claiming it for herself. It had a beauty that (she would never admit) far surpassed hers, and soon, like so many other natural wonders, she'd have the pleasure of wiping it off the map. She didn't just enjoy this destructive pastime, however; she had also monetized it. Her quagmire factory, theme park, and shipyard had all been pristine sites in the past and now they were making her rich – and _that_ made her even more desirable, in her mind.

Not content to stroke her ego alone, Gruntilda went to her cauldron to confirm that she was, in fact, the most beautiful creature on the Isle o' Hags…


	5. Chapter 5

**CHAPTER FIVE  
BANJO AND KAZOOIE**

A pale and shabby-looking Gloop lurched down a familiar pathway of pipes, grazing the walls as he swam. He'd only been homeless for a couple of days, but it seemed like ages ago that he was safe and sound, living in a reef he'd never thought he'd abandon. The fish had somehow convinced himself that whenever Gruntilda finally struck, he and his Covemates would stand against her – and win. But that was pure fantasy. A reef's worth of fish were no match for her bloodthirsty minions, and so they had fled.

Treasure Trove Cove belonged to her now, but the reef wasn't the only thing Gloop had lost. His friends and family had scattered in the chaos, and although they'd escaped (he refused to believe otherwise), they hadn't turned up in the long days and nights he'd spent searching for them. He missed them all terribly, and he wondered if he'd ever get the chance to apologize for causing them so much trouble. Though he'd done it for their own good, he'd been kind of a pain lately, annoying everyone for weeks on end, refusing to shut up about the witch and her schemes. "Liar", they'd called him (among other things), but Gloop hadn't cared. He'd just wanted everyone to be safe, and now…

Well, wherever they were, they had to have finally believed him.

Groaning, the fish held a fin to his head. Everything had happened so fast. In the span of a few hours, he'd lost them all, everyone he'd ever known…everyone, that is, except for the one friend he was going to visit now.

Rounding the last corner, Gloop swam out into the Cavern, entering from a pipe that was near Clanker's face. The shark was submerged today, deeper beneath the surface than the fish had ever seen him. With his tightly-shut eyes, twisted mouth, and gritted teeth, Gloop thought that he must be having some kind of nightmare, but when the fish let out a small greeting, he looked up right away. He hadn't been sleeping, and Gloop wondered at that because his large eyes were dull from exhaustion.

"Gloop…hi," Clanker said, relief washing over his face.

"H-hey…" The fish's head bobbed with fatigue. Not wanting to slip to the trash-covered floor, he swam over to Clanker and collapsed on his snout. "You don't look so good."

The shark blinked heavily at him. "Neither does Gloop."

"Oh yeah?" Gloop slicked back his drooping dorsal fin with a tired smirk. As soon as he let go, it slid back to where it had been. "I'm fine, see? Just a few sleepless nights, no big deal."

"Me too." The shark winced as he adjusted his posture. "What happened?"

Gloop gave him a knowing look. "Grunty happened, that's what. A bunch of her minions showed up and took over the place. Then everyone scattered and we lost each other."

Clanker screwed up his face in anguish.

"I-it's okay, though. I'm pretty sure they all got away…I'll find 'em again, somehow." The fish rubbed his eyes. "It would've been worse if I hadn't warned everyone. They knew what was happening as soon as it started."

The shark lowered his eyes. "So…Cove was lost anyways," he muttered miserably to himself, "and fish put in danger. Clanker didn't stop the witch."

"That's not your fault," Gloop frowned. "I mean, how could it be? She didn't attack Treasure Trove Cove from here."

"But Gloop…" Clanker shifted uncomfortably. "Witch _was_ here. Wanted _Clanker_ to grind the Cove."

"No…" Gloop breathed, suddenly wide-awake. "No way…"

"Yes way…but Clanker refused. Witch is a bigger monster than Clanker," the shark said with some pride. He faltered. "Grunty didn't like that."

Gloop sat up, shaking. It took him a moment to realize that it was Clanker who was trembling, and not him. Something was wrong – very wrong.

"What did she do to you?" he heard himself ask, though he feared the answer.

"Punish Clanker…torn up and tied down."

Gloop's eyes widened. "Wh-what does _that_ mean?"

Clanker gave his tail a good swish and a loud rattling sounded behind him – one that hadn't been there before. "Worth it…Gloop still alive," he smiled wearily. "Hopefully, other fish, too."

"No…" Gloop cried. He bolted up and swam around to get a better look. "What is _that_? What're you talking abou – "

He hadn't gone far when his eyes locked onto a gaping hole in Clanker's side and, in that moment, it felt like all of the bubbles had been knocked clean out of him.

A small, shuddering gasp left his mouth. And then: "How could she – when did this – how long ago…and this was all because of…this was…all…"

Gloop's vision swam. He somehow made his way back to Clanker's face, taking deep breaths, trying not to black out. This couldn't be happening, he hadn't just seen that – the shark's metal skin peeled back to expose his insides, raw and red and _organic_ underneath his robotic exterior.

He clung to the shark's snout to steady himself.

"Looks bad…?" Clanker asked.

" _Awful_ ," Gloop shivered, reeling from shock.

The shark nodded absently. "At least Clanker still even…witch got both sides."

"No!" Gloop leapt up. Clanker's eyes followed him as he paced back and forth, pulling at his scales. "This is so messed up! How much does it – it's hurting, right? It's hurting loads?"

"Almost used to it, but dirty water stings…" the shark grimaced. "Can't reach the surface. On a tight leash."

Gloop stole a desperate glance in the direction of the rattling.

"Lemme go take a look at it…maybe I can do something to loosen it," he stammered wildly. "I'm gonna get you back up, okay? I _will_." He nuzzled his friend's cheek in encouragement, then pushed off from his face.

"Be careful…" the shark called after him.

 _Right_ , Gloop thought to himself. _Who knew what minions lurked in the deep?_

Averting his eyes from the wound, the fish blocked it from his mind, focusing only on the rattling of what he soon discovered was an enormous chain. One end was fastened to a shackle around Clanker's tail while the other was bolted to a sturdy-looking anvil, rooted deep down in the Cavern's depths. On one side of the anvil was a massive keyhole and there, lodged inside, was a gigantic golden key. It was completely unguarded, to Gloop's relief.

And so he lunged.

"Come on, come _on!_ Move, budge, do _something!_ "

He pushed and pulled at the key, grappling with his fins, jimmying the handle until it slightly gave way –that was it, that was the right direction. Repositioning himself, Gloop started ramming the key with his body. Over and over and over.

 _It wasn't turning. He couldn't do it. He wasn't strong enough…_

Gloop pushed those doubts from his mind. He had to keep going. The key was moving slowly now, inch by painful inch. His fins were already bruising halfway through one turn, but his own pain must've been nothing compared to what Clanker was feeling. He didn't want to think about how many days the shark had spent like this, all alone – every moment now was a moment too long.

Obsessed with this single task, the fish only stopped to look up, panting, when he heard the sound of his friend's muffled voice. "…I'm Clanker, witch's garbage grinder," it said. "Not worry, Clanker won't hurt you…"

Gloop tilted his head in confusion. He couldn't make out the shark's next words, but he knew they weren't meant for him. Just who was he talking to up there? He found himself following the chain back up, his curiosity getting the better of him.

There, not far from the Cavern floor, he spied a shadowy figure making a beeline straight for him. At first, he thought it might be another fish, but as it got closer, the shadow became more and more bear-like until Gloop could see him and his partner clearly. She was some kind of bird – a red-crested breegull, the fish realized – who appeared to be living in the blue backpack her friend wore.

Gloop shot forward to meet them.

"What's going on? Are you trying to reach the bottom? To…to help Clanker?"

A quick nod was all he needed to see. Taking the bear by the arm, Gloop pulled both of the land-dwellers down with him. He might've been a small fish to the shark, but not to the duo – Gloop was over half their size and so they moved quickly.

"You guys are just in time, there's a really heavy key down there that I could _really_ use some help with. I got it turned about halfway, but then it started getting stuck and I…uh." He stopped himself. "How'd you find this place anyway? Did you fall down here like I did – or did somebody send you? It's just that Clanker never mentioned any other friends."

"Mmf," the bear replied.

"Oh, right." Gloop looked back at the duo, somewhat embarrassed. "You can't speak underwater, being air-breathers and all…"

The bird gave him the most unimpressed look she could muster as her partner let out a whimper and tugged on her wing. His head was craned back to look at the surface, which was now very, very far away.

"S-speaking of which, your lungs must be _burning_."

Gloop turned to face them and, using the one quirk of his species, blew a big bubble that popped in their faces, filling their lungs. The dazed look in their eyes made him laugh a nervous, tired laugh.

"What, you thought I was gonna let you drown? No way, I…I know what I'm doing." He didn't give them time to question that statement as he kept dragging them down, refusing to stop until they had reached the key. "This is it," Gloop said, gesturing urgently. "Hurry, it turns this way."

The bear and bird silently followed his instructions, grabbing one side of the handle while Gloop grabbed the other. With their help, he only had to push – push and give them air.

With one revolution complete, more chain spilled from the anvil, giving Clanker enough slack to rise back to the surface.

"Clanker has fresh air…" Gloop heard his friend gasp in relief. "Thank you."

It was the first good thing to happen to either fish in days and Gloop was so thrilled that he couldn't contain himself.

"Yes, yes, yes! You guys are the _best_!" he yelled, squeezing them both in a tight hug. It took a good, feathery drubbing to make him realize that he was crushing the air from their lungs. "Ow! I'm sorry, I'm sorry! I forgot!"

A few bubbles later and all was forgiven – on the bear's part, at least. The bird shot Gloop a dark look.

"I – I got so excited, I didn't remember…" With a flustered smile, he held out one fin. "Lemme bring you back up, to make it up to you."

The breegull seethed as her partner accepted Gloop's fin, and continued to seethe as they made the long swim back up, surfacing right next to Clanker's face.

"I s-swear!" she sputtered once she could speak. "You try drowning us again and I'll make a meal out of you, bubble breath!"

"Aw c'mon, Kazooie. He was just happy for the help."

"Yeah, you guys're real life-savers!" Gloop hugged them again despite the bird's protests. Pulling away, he paused. "…I don't even know who you are." He looked back at Clanker. "Do you?"

"No," Clanker smiled. "But not complaining."

"Well, I'm Banjo," the bear said. "And this here's my friend, Kazooie."

"Nice to finally meet you," Gloop said. "I think Clanker already introduced himself" – the shark nodded to confirm this – "so that leaves me. I'm Gloop. Uh…not that we don't appreciate your help or anything, but what're you doing here?"

"It's a long story, bubbles," Kazooie sneered. "Too long for your goldfish brain to handle."

Gloop made a face. "Try me, buzzard."

Before the bird could say anything else, one of Banjo's hands shot up to clamp her beak shut. "What Kazooie means to say is that we don't have much time. My sister, Tooty's been kidnapped by Grunty and we're here to rescue her."

"No kidding…" Gloop frowned. He scoffed to himself, "Well, hasn't _she_ been busy. Ruining everyone's lives…"

"Hope Tooty's okay," Clanker said, looking worried. "Can we help bear and bird find her?"

Gloop looked up. "Uh, yeah. If you're looking for your sister, we haven't seen her…but I can check all the other rooms, just in case."

"That's okay. We're looking for supplies, actually. Stuff like this," Banjo said, pulling a golden puzzle piece and musical note out of his pocket. "We need them to get through the lair – Tooty's somewhere at the top."

"Those look familiar," the fish said. "I think I saw some of 'em down at the bottom. I could help you with that."

"Or…bear and bird could try the door," Clanker suggested, his eyes flicking to the one just overhead. "Grunty used it, once. May lead to her."

Kazooie jerked her head back, freeing her beak. "Finally!" she said. "Something reasonable."

…Or it would have been, if the door wasn't locked and apparently magically-reinforced. The duo couldn't pick the lock or break it down, no matter how hard they tried.

"Typical," the bird groaned as Banjo leapt down to the Cavern's main level. "Just typical."

"We'll collect everything we can abovewater first," Banjo told Gloop, who nodded and watched the duo attempt to scramble onto a nearby platform. It was just out of their reach, so Clanker gave them a boost with one fin.

Once they were all set, Gloop turned to his friend, trying not to look at the holes in his sides. "Um, hey…are you okay? Like, actually okay?"

"Want to ask Gloop the same thing," Clanker said, wincing at the bruises the fish had picked up.

"Oh, this?" Gloop said, raising a discolored fin. "It's not as bad as it looks…I barely even noticed."

"Honest?"

"I'm fine, it can wait. How're your sides – and everything else?"

Clanker tentatively moved his fins back and forth, pulling at the torn metal plating where they were attached. "Not too bad now, but teeth still hurt…witch really piled on the garbage."

"Of course she did. How thoughtful of her."

"Not all bad, though." Clanker's look of distaste became one of gratitude. "Gloop is a big help. Bear and bird, too."

"Yeah, lucky us!" the bird sniped, earning her a loud "Kazooie!" from her partner.

The bear sounded worried that Clanker would take offense and get angry, but the machine simply shrugged, too sleep-deprived to think up a good comeback. He'd already survived a lashing from Gruntilda of all people; he could survive a tongue-lashing, too.

Gloop, on the other hand, still had a little fight left in him. "Just ignore her. She was mean to me, too." The smirk on his face nearly made the shark choke. "Must be a _bird_ thing," he said, raising his voice.

"A – A _bird_ thing?" Kazooie shouted from across the room. She hadn't heard anything else he'd said. "What's _that_ supposed to mean? I'll show you a bird thing, airhead!"

" _Gloop_ ," the shark laughed.

"Sorry, I couldn't resist." Ignoring Kazooie's squawks of indignation, the fish swam around to examine the shark's mouth. "So which ones are the problem?"

Clanker gestured to his two gold teeth, the replacements that Klungo had given him not long before. "Klungo fixed teeth once, but…hurting again."

"Hmm. Hold still a sec," Gloop said as he approached one gleaming fang. In its reflection was a ragged-looking fish he scarcely recognized as himself, but aside from being made out of gold, the tooth looked no different from all of the rest.

Maybe it felt different.

Placing both of his fins on its smooth surface, Gloop was surprised to feel something so heavy move under his light touch. "Hey, this one's loose – and the other one too. What if we knocked 'em both out?"

"Worth a try," the shark said after Gloop had backed away from his mouth. "But how?"

"Easy. I'm gonna run into them," the fish said, rubbing his fins together. "That's what I did to the key on your chain."

"Isn't Gloop hurt enough?" the shark cringed. "Teeth are sharp, fish could get cut."

"I know. That's why I'm gonna be extra careful with this."

"Wait," Clanker protested, holding his fins up. "Must be a safer way."

"Like what?"

A loud splash interrupted them then, along with Kazooie's shrill voice: "…Banjo, that fish is going to kill us. He already almost did! Can't we just skip this place?"

"No, Kazooie. We need all the help we can get. Now hush, and don't be rude." Banjo's face brightened as he flagged down the fish. "Hey, Gloop!"

"Uh, hey! Ready to go?" Gloop asked the bear, who nodded. "That's great! I'll take you around, no problem. I just…need help with something first."

Kazooie scowled. "What now?"

"Toothaches," Clanker pointed.

The bird recoiled, her upper lip curled. "What do I look like to you? Some kind of freaky-robot dentist?"

"K-Kazooie!"

" _You're_ the one who's freaky," Gloop frowned.

"She didn't mean that," Banjo said quickly. "We'd be happy to help. Right, Kazooie?"

The breegull's eyes narrowed. "…Fine. But I'm _not_ happy. And I'm not going anywhere near his mouth."

"Good," Clanker said, relieved. The less people around his large fangs, the better. Looking down, he saw Gloop mouth the word "chicken" at him, then nod at Kazooie. He rolled his eyes, grinning. "Maybe Gloop should tell _amazing_ plan to bear and bird…then make a new plan."

Banjo scratched his head. "Yeah, we don't have any tools with us. What do you want us to do?"

"So, I was thinking – since both teeth are loose," the fish gestured, "we could all push on 'em. And then – "

"Push on 'em?" Kazooie snorted. "And get my wings dirty? Save your breath, fishlips. I've got a better idea."

"Oh yeah? And what would that be?"

"A _bird_ thing," she smirked, turning towards the shark's mouth.

The tooth that Gloop had been pointing at fell away instantly after being shot with a few eggs – from her _mouth_. Clanker blinked in surprise, but he wasn't about to question something that was helping him. The pain from that tooth was already beginning to subside.

"Whoa," Gloop said, awestruck. "I didn't know you could do a cool thing like that. Do the other side now. Other side! Other side!" He pulled the duo around to face the other gold tooth, which also fell away after being hit with a few eggs.

"No more toothaches. Finally," Clanker said, satisfied. He stretched his fins, appearing to get somewhat comfortable. "Thank you, bear and bird."

Kazooie frowned at that, and was about to tell the shark that _she_ deserved all the credit when Gloop interrupted her, crushing her in a big hug. "Thank you, thank you, thank you!" he said, burying his face in her feathers. "That was so cool!"

"I know it was," she said, letting him cling to her for a few seconds. Then the moment passed. "All right, get off."

"Sorry." Gloop slicked back his dorsal fin in embarrassment. His lack of sleep was making him more scatterbrained than he liked, but at least this hug hadn't nearly drowned the duo. The fish rubbed his tired eyes and extended a fin to the bear, smiling. "Okay, _now_ I'll take you around the Cavern."

Clanker watched silently as the trio collected a few items on the floor in front of him, providing some much-needed light with his eyes, but when they moved on to other parts of the Cavern, he took the opportunity to doze, catching bits and pieces of Gloop's babbling as he drifted in and out of consciousness. He didn't mean to be rude to the Cavern's only other guests, but now that his teeth had stopped hurting, it was hard to keep his eyes open.

"What's his problem?" Kazooie asked once they'd resurfaced. "Besides everything."

"We haven't slept in days," Gloop admitted. "It's kind of a long story…" He babbled on.

Eventually, the shark was roused by their conversation – the bear and bird were explaining their plight in more detail while Banjo laid out his collectibles, counting how many he had. According to him, the witch had kidnapped Tooty to suck out her beauty, a painful-sounding process that, knowing Gruntilda, would probably also turn his sister into a monster. The young bear had only been taken by the witch yesterday, which put her kidnapping right on the heels of the Cove's takeover and Clanker's punishment.

Gloop was right, Gruntilda really _had_ been busy.

Banjo frowned as he finished his count and his brow remained furrowed as he looked around the Cavern, slapping a musical note against his leg. His eyes finally settled on one of the holes in Clanker's mouth.

"C'mon Banjo, I'm tired of swimming. Let's get out of here." Kazooie grabbed his ears and pulled hard. "Maybe we'll get to fly around in the next world."

Banjo swatted her. "Wait, Kazooie. We're missing loads." He held a musical note and puzzle piece up to the shark. "Before we go…Clanker, have you ever seen these in the trash?"

"Maybe," the machine shrugged, "but hard to remember. Eaten lots of gar…bage…"

Trailing off, Clanker suddenly understood what Banjo was really asking him – and Kazooie did, too.

" _No_ ," the shark and bird shouted in unison.

"Banjo – you _can't_. I won't let you." The bird grabbed him by the shoulders, her feathers ruffled. "Not _that_. Anything but that!"

"Not safe," the shark agreed, thinking of the fast-spinning blades in his stomach. They could easily slice up the duo and the mere thought of it terrified him.

"We don't have a choice…" Banjo said, putting the jigsaw pieces and musical notes away. "These aren't enough to get through the next door."

"So?" Kazooie said. "We'll find more somewhere else."

"We already cleared out the other worlds and we can't open more."

"We could've missed something."

"We can't go back either, we're running out of time."

Clanker mentally kicked himself. This wasn't about him, this was about rescuing Banjo's sister.

"Look, _he_ doesn't want us to." Kazooie pointed at the machine. "End of story. We're done here."

"Actually…" the shark cleared his throat loudly. "Clanker changed mind. For Tooty." To the duo's surprise, he motioned for them to enter his mouth. "Watch out for blades."

"Thanks," Banjo said, looking like a great weight had been lifted off his shoulders.

Kazooie looked like she wanted to scream. And she did: " _Traitor_! You were supposed to be on _my_ side!"

"Sorry…not Clanker's first choice, either."

"Small comfort, stinkfish." Glaring, she covered her nose and slid into her backpack.

"We'll be quick," the bear said, climbing into one of the dark spaces between Clanker's teeth.

Gloop peered into the hole from a distance. "What're they? Crazy?" he said finally.

 _No. Desperate,_ said the look on Clanker's face. The duo was still in his mouth, so he couldn't speak.

"Unbelievable," Gloop said. "They better not break anything, or I'll…I dunno what I'll do."

Clanker, of course, was worried that it would be the other way around. He held very still, on the off chance that his blades would slow down, but as the long minutes ticked by, the shark wondered if he'd made the right choice. If the bear and bird didn't survive (his mind refused to go into more detail), not only would he be responsible for their fates but Tooty's as well. Gruntilda would win and he would've helped her. He'd be a monster after all.

"Still doing okay?" Gloop asked, worried at the distant, pained expression on the shark's face. "I dunno what's taking so long…wish they'd hurry up."

Clanker blinked in agreement, still not daring to speak.

When the duo finally re-emerged from his gills, he breathed a huge sigh of relief, joints creaking as he relaxed.

Gruntilda hadn't won yet.

"See, Kazooie? That wasn't so bad," Banjo said, brandishing a few new puzzle pieces. He swam awkwardly with them in his hands.

"I hate you," she groaned, looking green underneath her feathers. "And I hate this smell. This is _never_ going to come out. Hear that, rustbucket? You _reek_."

Gloop stuck out his tongue. "So do you."

"Glad bird is okay," Clanker said, his mood lifting instantly.

Kazooie gave them both a sour look and continued her grumbling as Banjo heaved himself onto a platform to recount their spoils. Then, she grumbled some more. At some point during her rant about the Cavern and Clanker and everything else, she realized that it was having the exact opposite of its intended effect – the shark didn't look repentant at all for being such a huge inconvenience. In fact, he looked downright amused.

"What's so funny, garbage guts? Don't forget, you owe me big-time for my help."

Clanker debated whether or not to tell her how absurd she was, picking fights with people who were many times her size, but he didn't want her to stop, so he smiled and said, "Nothing's funny. Clanker is sorry, but have nothing to give cheeky bird…except for maybe advice."

"Ha!" Kazooie barked. "Well, if I ever take up dumpster diving, you'll be the first to know."

"Not _that_ kind of advice," the shark laughed. "Advice about Grunty."

"G-Grunty?" Banjo looked up. "We're listening."

All eyes were now on the shark, who'd just been teasing the bird and suddenly found himself with an attentive audience. Gloop motioned for him to go on.

"Uh, well…witch is dangerous, knows many spells. Clanker was warned, but didn't listen. Made witch angry and got punished for it," he said, gesturing to himself. "So, if bear and bird meet Grunty, avoid Grunty's spells…and anger. And small rooms." He knocked his fins against the walls for emphasis.

Banjo nodded. "Good to know."

"We could've figured that out for ourselves," Kazooie sneered, albeit with a begrudging respect in her eyes. Her next words reluctantly left her mouth. "But thanks…I guess. Rustbrain."

"Aww," Gloop's voice went up an octave. "You really _do_ care."

Kazooie glared at him. "Shut up."

"Baby steps," the fish smiled.

Banjo beamed, too. "Kazooie, we have enough!" he said, throwing the collectibles back in his bag.

"Finally," she smirked. "Let's blow this dump!"

After everyone had said their goodbyes, Gloop took the duo back through the pipe they'd used to enter the Cavern. The passageway led to a room with large oil drums and a ladder, up which the bear and bird quickly disappeared.

"Kick Grunty's butt for us, okay?" Gloop yelled after them, getting a faraway squawk in reply.

The fish lingered there for a moment, alone, listening to the sounds of dripping water around him. He'd almost forgotten how quiet the Cavern was – and how sore he was. With the duo gone, his adrenaline was beginning to wear off and a dull ache crept into his fins. Cradling them to his chest, he swam back into the Cavern's main room.

The shark was fading fast, too. There was a small, bemused smile on his face, likely put there by one of Kazooie's comments, but as Gloop watched, that contented expression slowly turned to worry.

"Hope they make it," Clanker said finally.

"I hope so, too…Grunty's the worst."

"Pretty bad," the shark agreed.

"How're you feeling, by the way?"

"Much better, thanks to bear and bird – and Gloop, of course." Clanker nudged the fish appreciatively with his snout. "Toothaches all gone, so…going to sleep now. Gloop should rest, too. Fish looks like garbage."

Gloop thought back to the exhausted figure he'd seen in his reflection. "Yeah, I totally do."

"Not worry, so does Clanker." The shark's smile disappeared as he sighed, "Clanker is very sorry about the Cove. Would help Gloop make plans to find other fish, but too tired to think straight. Can do that after some rest."

"Really?" Gloop raised his brows in a mixture of gratitude and disbelief.

"Really. Clanker can't do much, but want to help Gloop. If fish needs anything, just ask."

Gloop nodded at that, though he felt like he'd caused enough trouble without also asking his friend for impossible favors. The terrible gashes on both of Clanker's sides made the fish want to burst out of his scales, as did the fact that the shark was now chained _and_ confined – all to protect Gloop and people he'd never even met. Even worse, Clanker seemed to be completely at peace with his fate. Fumbling around, the fish wrung his fins guiltily. None of these things could just be ignored.

When the fish spoke again, his voice was much smaller. "Hey, Clanker?"

"Yeah?" The shark looked down at him, teeth glinting in a tired but good-natured grin.

It wrenched at Gloop's heart.

"I just…wanted you to know how sorry I am, because seeing you like this is the worst. And I feel like it's all my fault. You gave up so much to save me and my Covemates, and I'd do the same for you if I could." The fish trembled. "…But I can't fix this. I'm not a mechanic, I don't know any magic, I don't know anything."

The shark gave him a sympathetic look. "Gloop knows how to be a good friend."

"No, I don't…I ruined your life."

"Not true at all. Just seems that way because fish is tired and in a bad mood."

"That's the other thing," Gloop said, looking down. His battered fins sagged even more. "I'd just go home and sleep all of this off if I could…but I can't. The Cove is gone and so is everyone else – and the nearest reefs are all miles away. I'd never make it to one on my own. I'm no coward, but I'm not crazy, either." His voice broke as he sniffed, "I…I'd just be _fish food_ out there."

"Gloop…"

Clanker tried to squeeze in another kind word, but the fish shook his head, his face buried in his fins. "I'm so sorry…I did this to you. I did this, and I don't _wanna_ ask for more, but I h-have to. It's not fair – you've already done so much – but the Cavern is safe and there's nowhere else I can go. I dunno what else to do. S-so…is it okay if I…" He took a deep breath and clasped his trembling fins. "C-can I stay with you?"

If looks could kill, then the terrible sadness marring Gloop's face would have ended Clanker right then and there. The fish was exhausted, having spent the last of his energy helping the shark – and then Banjo and Kazooie. If only the breegull could see him now. There was nothing left to hold back his tears and his small, hiccupy sobs hurt the shark in a way that Gruntilda never could.

"Of course Gloop can stay," Clanker said instantly, ashamed he hadn't offered his home to the fish earlier. A garbage dump was no place to live, but it was still better than nothing. "Clanker is fine, okay? Not Gloop's fault. Don't cry…"

Very carefully, as gently as he could, he brushed a large, metal fin over his friend's head. If he didn't have to worry about hurting the fish, he would have pulled Gloop into something resembling a hug…but that was just one of the many things he couldn't do with his cumbersome body – crying was another. The shark had discovered that particular limitation right after Gruntilda had thrashed him, though it hadn't come as much of a surprise. As far as he knew, he was only a robot, and his eyes were only metal and glass.

…Even so, it felt like they were welling up with _something_ as Gloop clung to his fin and refused to let go.

"Gloop is always welcome here," Clanker reassured the fish, who nodded gratefully and wiped his eyes. The shark held him close. "Always."


End file.
